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Terms and Conditions

The website nakedbookings.com, including its services, facilities, system,
tools, as well as all software and content (the "Website") is owned and
operated by Naked Bookings Pty Ltd ACN 169 881 430 (referred to as "Naked
Bookings", "we" or "us" in this document). The terms & conditions that appear
below (the "Terms & Conditions" or "Agreement") are a legally binding
document, setting out the terms of your use of the Website. By accepting
these Terms & Conditions or by accessing or using the Website, you
acknowledge that you have read, understood, and agree to be bound by
these Terms of Conditions, including our Privacy Policy, which is incorporated
into and forms part of the Terms & Conditions. If you are entering into this
Agreement on behalf of a company or other legal entity, you represent that
you have the authority to bind such entity and its affiliates to this Agreement,
in which case the terms "you" or "your" shall refer to such entity and its
affiliates. If you do not have such authority, or if you do not agree with these
Terms of Conditions, you must not accept these Terms & Conditions and may
not use the Website.

We reserve the right to amend the Terms & Conditions from time to time with
such changes being effective seven (7) days after we send notice to you or
post on our web page that our terms and conditions have changed. Your
continued use of the Website after the posting of any changes to the Terms &
Conditions will signify and be deemed acceptance of those changes.

1. The Licence

Naked Bookings provides online booking software for restaurants, tours and
activities providers, classes and courses providers, beauty and wellness
providers and a variety of other service providers ("Naked Bookings
Software"). Upon entering into this Agreement, Naked Bookings grants you a
limited, revocable, non-transferable and non-exclusive licence to access and
use the Naked Bookings Software only in accordance with this Agreement
and for the purpose of managing your inventory, customer database and
bookings. Naked Bookings has the right to change or modify, upgrade, add to,
or discontinue any portion or feature of the Naked Bookings Software at any
time without notice.

2. Your Account

2.1 In order to access and use Naked Bookings Software, you must create an
account on the Website. If you are registering on behalf of a company you
represent and warrant that you have the requisite authority to register on
behalf of that company.

2.2 Once you have registered we will provide you with a username and
password. You must keep your password confidential and log out of your
account each time you finish your session. You agree that any person to
whom your password is disclosed or made available or any person who
obtained access to your account is authorised to act as your agent for the
purposes of using and/or transacting via the Website. You indemnify us
against any unauthorised access.

2.3 You are responsible for ensuring that all information uploaded to your
account or provided to us, remains complete, accurate and up to date. You
are responsible for the management of all data uploaded using your account.
If you provide us with images you warrant that you have the right to use such
image and that its use will not infringe the intellectual property rights of any
third party. You agree to indemnify Naked Bookings and its related bodies
corporate against any damages, costs, claims or liabilities (including legal
fees on a full indemnity basis) arising from or in connection with any data
uploaded using your account.

3. Charges

3.1 You agree to pay all charges as set forth on the Website and / or in these
Terms and Conditions in respect of the services provided by Naked Bookings,
including a fixed monthly service charges ("Service Charges") and any usage
charges (if applicable) calculated on a monthly basis ("Usage Charges").

3.2 If you have elected to pay your Service Charges monthly, all Service
Charges are payable monthly in advance. All Usage Charges are payable
monthly in arrears.

3.3 If you have elected to pay your Service Charges annually, an amount
equal to the Service Charges for a 12-month period is payable in advance. All
Usage Charges are payable monthly in arrears.

3.4 Where applicable, you will not be liable for any charges incurred during
any free trial period, other than for any extra services opted in by you.

3.5 Naked Bookings reserves the right, at any time and at its discretion, to
change any charges and any pricing terms. Any changes shall be posted on
the Naked Bookings website and will be effective immediately. If you have
paid for the Services Charges in advance, no pricing changes will take effect
until the end of the pre-paid period.

3.6 All fees and charges quoted are exclusive of GST and any other
applicable taxes or duties. You are liable for any applicable taxes in relation to
the Services.

4. Payment authorisation

4.1 Naked Bookings will charge your nominated credit card for the due
amount monthly or annually (based on the type of subscription you have
selected) on or after the due date, being each monthly or annual anniversary
of the date of your service activation ("Due Date"). You authorise us to debit
all applicable charges from your account using the credit card details you
have nominated.

4.2 By adding a credit card to your account, you warrant that you are
authorised to use such credit card to pay the charges due on your Naked
Bookings account, and you authorise Naked Bookings to charge such credit
card for the recurring Service Charges, Usage Charges and, if relevant, SMS
Charges.

4.3. Naked Bookings will generate a tax invoice / receipt for every amount
charged to your credit card, which will be sent to you via your nominated
email address.

4.4 Once an amount has been charged to your credit card, it is not
refundable.

4.5 If your Service Charges or Usage Charges have been discounted or
waived as part of a promotional offer or otherwise, you will automatically
revert to published fees once the promotion period has ended.

4.6 You must keep your credit card details current. If your payment fails at any
time and you do not provide an alternative credit card details within 14 days
from the Due Date, Naked Bookings may suspend your access to the
Website. If you do not re-activate your account within 30 days from the Due
Date, Naked Bookings reserves the right to terminate your account.

4.7 In the event Naked Bookings terminates your account for non-payment, all
amounts due and unpaid from you to Naked Bookings for use of the Website
shall become immediately due and payable.

5. SMS Credits

5.1 You may purchase SMS credits to enable sending of SMS messages from
the Website. Purchased credits are assigned exclusively to your account, and
are not transferable. Credits are deducted whenever Naked Bookings,
according to the settings that you have configured in your account, send any
SMS messages to you or your customers. One SMS credit equals one SMS
sent.

5.2 Unused SMS credits do not expire and are refundable at your request.

5.3 If your account has no remaining SMS credits, Naked Bookings will stop
sending SMS, regardless of the settings that you have configured in your
account. You can opt in to get the SMS credits auto-renewed, in which case
your credit card will be charged as soon as the SMS credit balance falls down
to a set minimum.

5.4 Due to the nature of mobile networks, it is not possible to guarantee a
timely delivery of SMS messages. Messages can get lost or delayed, for
various reasons outside our control. Naked Bookings shall not be responsible
for the loss or delay of SMS messages.

6. Cancellation

6.1 You are solely responsible for properly cancelling your paid subscription.
An email, phone, chat, or written request to cancel your paid subscription is
not considered cancellation. You may cancel your paid subscription at any
time through your account page. The cancellation of your paid subscription
will occur at the end of your current paid up period.

6.2 If you cancel the account, your cancellation will take effect immediately
and you will not be charged again, but no fees will be refunded.

7. Restriction, Suspension and Termination of Account

7.1 We reserve the right, at our sole discretion, at any time without any notice
or liability, to restrict, suspend or terminate your subscription or account
and/or use of the Website, and to block or prevent future access to the
Website, if you commit any breach of the Terms & Conditions, or we suspect,
on reasonable grounds, that you are in breach of the Terms & Conditions or
your actions have caused and may cause damage to Naked Bookings.

7.2 Our right to restrict, suspend or terminate your account shall not prejudice
any other rights or remedies we may have in respect of any breach, or any
rights, obligations or liabilities accrued prior to restriction, suspension or
termination.

8. Use of the Website

8.1 To use the Website, you will require Internet connectivity and appropriate
telecommunication links. We shall not be liable for any costs associated with
accessing or using the Website, including but not limited to telephone costs,
mobile phone costs, telecommunications costs, email or Internet costs or
other costs that you may incur.

8.2 You may use the Website for lawful purposes only. It is solely your
responsibility to ensure that content you provide, post or transmit through the
Website does not violate or infringe in any way upon the rights of others.

8.3 The following uses of the Website are expressly prohibited:

resale, distribution or transfer of any services provided by us, our
suppliers, contractors or our licensees without our prior written consent;

entering into fraudulent interactions or transactions with us, or
impersonating any person or entity or furnishing false data including false
names, addresses and contact details, fraudulent use of credit/debit card
numbers;

using the Website for any improper, unlawful or immoral purpose,
causing any nuisance by your use of the services or causing the operation of
the services to be jeopardised or impaired;

using the Website to create, host or transmit any defamatory, offensive,
invasive of privacy or obscene material or engaging in activities which would
cause offence to others on grounds of race, religion, creed or sex;

using the Website to create, host or transmit any material that threatens
or encourages bodily harm or the destruction of property or would constitute a
criminal offence or give rise to civil liability;

using the Website to create, host or transmit material which infringes the
copyright, trademark, patent, trade secret or other intellectual property or
proprietary rights of any other party;

using the Website to create, host or transmit material which is
inaccurate, misleading or deceptive;

using the Website to access, or to attempt to access, the accounts of
others or to penetrate, or attempt to penetrate, our or a third party's security
measures, computer software, hardware, electronic communication system,
or telecommunications systems;

accessing the Website in such a way as to, or commit any act that
would or does, impose an unreasonable or disproportionately large load on
our infrastructure;

executing any form of network monitoring which will intercept data not
intended for you;

using the services to create, host or transmit unsolicited advertising
material to other users, sending unsolicited mail messages, "junk mail" or bulk
mail messages, creating or forwarding "chain letters" or other "pyramid
schemes" of any type, whether or not the recipient wishes to receive such
mailings, sending malicious email, including flooding a user or the Website
with very large or numerous emails;

unauthorised use, or forging, of mail header information;

using the services to collect, or attempt to collect, personal information
about third parties without their knowledge or consent or to engage in screen
scraping, database scraping or any other activity with the purpose of obtaining
lists of users or other data;

using the Website for any activity which adversely affects the ability of
other people or systems to use the services or the Internet generally;

engaging in any unlawful activity in connection with the use of the
Website, or in any conduct which restricts or inhibits any other user from
properly accessing or using the Website.

8.4 The above list is not meant to be an exclusive list of misuses of the
Website that may result in the restriction, suspension or termination of your
access to or use of the Website. Please note that we have the ability to trace
your IP address and if necessary contact your ISP in the event of a suspected
breach of the Terms & Conditions.

9. Intellectual Property Rights

9.1 We are the owner or licensee of all intellectual property rights, including
the various rights conferred by statute, common law and equity in and in
relation to copyright, patents, trade marks, service marks, trade names and/or
designs (including the "look and feel" and other visual or non-literal elements),
whether registered or unregistered) in everything appearing on or contained
within the Website, or accessed as part of its services or facilities, including
any information content, any database operated by us, Website designs, text
and graphics, software, photos, videos, music, sounds, their selection and
arrangement, all software compilations, underlying source code and software,
unless otherwise indicated ("Intellectual Property Rights").

9.2 Except as provided in the Terms & Conditions, use of the Website does
not grant you any right, title, interest or license to any Intellectual Property
Rights you may access on the Website or as part of its services or facilities.
You shall not, and shall not attempt to, obtain any title to any such Intellectual
Property Rights. All rights are reserved.

9.3 None of the material listed in clause 9.1 may be copied, whether in
electronic, hard copy or other format, reproduced, distributed, republished,
downloaded, displayed, posted, linked, adapted, translated, bundled, merged,
shared, transmitted in any form or by any means, sold, rented or sub-licensed,
used to create derivative works, in any way exploited, modified or used for
commercial purposes, without our prior written consent.

9.4 You may, however, view the Website and you can print hard copies of
material solely for your lawful personal non-commercial use. Any violation of
this policy may result in the intellectual property right infringement that may
subject you to civil and/or criminal penalties.

9.5 Title, ownership rights and intellectual property rights in and to the content
displayed by Website users is the property of the applicable content owner
and may be protected by applicable copyright or other law. Subject to the
limited rights described
rights to such content.

9.6 Any opinions, advice, statements, offers, or other information or content
expressed or made available by you or other third parties are those of the
respective author(s) and not of Naked Bookings. We cannot guarantee the
accuracy, completeness, or usefulness of any such content, nor its
merchantability or fitness for any particular purpose.

9.7 Naked Bookings may contain links to third party websites maintained by
other content providers. These links are provided solely as a convenience to
you. We don't have control over such websites and cannot censor or edit their
content. Therefore, we cannot and do not assume responsibility for such
content, privacy policies, or practices of such websites or the companies that
own them. We hereby expressly disclaim any representations regarding the
content or accuracy of materials on such third-party websites.

9.8 As a user of the Website, you are solely responsible for the content you
upload and transmit via the Website. You represent that you have all rights
necessary to post, submit, display, produce, or otherwise transmit, such
content. You agree that you will not submit material that is or contains the
intellectual property of a third party that you do not have permission to use.
By submitting material to Naked Bookings, you grant Naked Bookings the
irrevocable, fully transferable rights to use, reproduce, distribute, modify,
transmit, prepare derivative works of, display and produce the material in
order to operate the Website. You shall indemnify Naked Bookings for any
claim regarding Naked Bookings' use of the material submitted by you.

10. No Warranties

10.1 The Website is provided "as is," and your use thereof is at your own risk.
We, our officers, directors, employees, agents and assigns, disclaim, to the
fullest extent permitted by law, all express and implied warranties, including,
without limitation, any warranties of quality, merchantability, fitness for a
particular purpose, title and non-infringement.

10.2 We do not promise or warrant that the Website will meet your
requirements. We make no promises as to privacy and security other than as
expressly stated in the Privacy Policy. No oral or written information or advice
given by a Naked Bookings representative shall create any contractual
promise.

10.3 We do not warrant that the Website will be free of faults. However, we
will use reasonable endeavours to correct any errors or omissions as soon as
reasonably practicable after being notified of the same. In the event of an
error or fault, you should report it via the form on the "Contact Us" page
(choose the option "Support/Technical". We do not warrant that your use of
the Website will be uninterrupted. You acknowledge that the access to the
Website may be occasionally suspended or restricted to allow for repairs,
maintenance or the introduction of new services or facilities. We will attempt
to restore such access as soon as we reasonably can. We assume no
responsibility for functionality, which is dependent on your browser or other
third party software to operate. We do not warrant that any information (or
messages) transmitted via the Website, email or SMS will be transmitted
accurately, reliably, in a timely manner or at all.

10.4 We do not give any warranty that the Website is free from viruses or
anything else, which may have a harmful effect on any technology. Although
we take reasonable steps to secure the Website, you acknowledge that the
Internet is not a completely secure medium and we make no warranties,
express or implied, that any information or materials you post on or transmit
through the Website will be safe from unauthorised access or use.

11. Limitation of Liability

11.1 We shall not liable to you or anyone else (including for negligence,
breach of contract, tort or otherwise) for any loss or damage (including any
form of direct, indirect, consequential loss, third party loss, loss of reputation,
loss of actual or anticipated profits, loss of revenue, loss of opportunity, loss of
business, loss of contracts, loss of goodwill, loss of anticipated savings, pure
economic loss, any increased operating cost, loss of, damage to or corruption
of data, damage to your computer systems or other) however caused and
which is suffered directly or indirectly in connection with your use of the
Website.

11.2 We will not be liable for failure or delay in fulfilling its obligations under
the Terms & Conditions if such delay is due to an act of God, act of terrorism,
revolution, civil strife, industrial action, fire, flood, war, public disaster, plague
or epidemic, delay in transportation or other cause, event or circumstance
outside the reasonable control of Naked Bookings.

11.3 The liability of Naked Bookings for any claim will (to the extent permitted
by law) be limited to: (a) in the case of goods - repairing or replacing those
goods or paying the cost of having those goods repaired or replaced; and (b)
if the breach relates to services – re-supplying those or equivalent services or
paying the cost of having those services re-supplied. Our total liability to you
or any third party shall in no circumstances exceed, in aggregate, a sum equal
to any aggregate amount paid by you to us in 12 months preceding any cause
of action arising.

11.4 Your only remedy for any dispute with Naked Bookings is to stop using
the Website.

12. Indemnity

You will indemnify us from and against any loss, damage or cost incurred by
us arising out of your use of the Website or any information accessible over or
through the Website, including information obtained from linked websites,
your submission or transmission of information or material on or through the
Website and/or your breach of the Terms & Conditions or any other applicable
laws, regulations and rules. You will also indemnify against any claim,
demand, suit, action or legal proceeding brought or threatened against us that
information or material which you have submitted to us is in violation of any
law or in breach of any third party rights (including, but not limited to, claims in
respect of defamation, damage of reputation, invasion of privacy, breach of
confidence, infringement of copyright or any other intellectual property right).

13. General

13.1 Severability: Any provision of the Terms & Conditions which is held to be
illegal, void or unenforceable shall be deemed to be severed and the
remainder of the provisions read in full force and effect.

13.2 No waiver: Our failure to enforce any provision of the Terms &
Conditions will not be considered a waiver of our right to enforce such
provision.

13.3 No partnership/agency: Nothing in the Terms & Conditions shall be
construed to create a joint venture, partnership or agency relationship
between you and Naked Bookings and neither party shall have the right or
authority to incur any liability, debt or cost or enter into any contracts or other
arrangements in the name of or on behalf of the other.

13.4 Entire Agreement: The Terms & Conditions, including our Privacy Policy,
constitutes the entire agreement between you and Naked Bookings in relation
to its subject matter and supersedes any and all prior promises,
representations, agreements, statements and understandings whatsoever
between us.

13.5 Applicable law: The Terms & Conditions are to be interpreted in
accordance with the laws of Queensland Australia. You irrevocably and
unconditionally submit to the non-exclusive jurisdiction of the courts of
Queensland, and waive any right to claim that those courts are an
inconvenient forum.

13.6 Last update: The Terms & Conditions were last updated on 19
November 2015.